Financial statements of Infosys Consulting India Limited

To

The Members of Infosys Consulting India Limited

We have audited the attached balance sheet of Infosys Consulting India Limited (‘the Company’) as at 31 March 2011, the profit and loss account and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that :

(a)

we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b)

in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c)

the balance sheet, the profit and loss account and the cash flow statement dealt with by this report are in agreement with the books of account;

(d)

in our opinion, the balance sheet, the profit and loss account and the cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e)

on the basis of written representations received from the directors, as at 31 March 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 on the said date; and

(f)

in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

1.

in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2011;

2.

in the case of the profit and loss account, of the profit for the year ended on that date; and

3.

in the case of the cash flow statement, of the cash flows for the year ended on that date.